c .%      1 


Charter  and  by-laws 

-  Atlantic  and  N.C.  Railroad 


Charter  and^By-I^ws 


OF    THE 


^tlai^tic  ai}d  Nortfy  Carolina 

RAILROAD  COMPANY. 

1890. 


QOLDSBORO,  S.   C: 
ARGUS  POWER  JOB  PRESSES, 

1890. 


C  HI  j*L-  FL  T  E  Tl 

OF    THE 

Atlantic  and   North  Carolina 

Railroad  Company. 


Sec.  1.  Be  it  enacted  by  the  General  Assembly  of  the  State 
of  ISorth  Carolina,  and  it  is  hereby  enacted  by  authority  of 
the  same.  That  for  the  purpose  of  effecting  a  railroad  commu- 
nication from  the  Atlantic  through  the  centre  of  the  State,  to 
meet  the  Tennessee  line,  a  company  shall  be  and  the  same  is 
hereby  incorporated,  with  a  capital  of  nine  hundred  thousand 
dollars,  to  be  called  the  "Atlantic  and  North  Carolina  Kail- 
road  Company,"  to  commence  at  the  most  eligible  point  on  the 
harbor  of  Beaufort,  Careret  County,  and  thence  near  New- 
Berne,  Trenton  and  Kinston,  so  as  to  strike  the  Ealeigh  and 
Wilmington  Railroad,  and  to  connect  with  the  North  Carolina 
Railroad  at  its  terminus  near  the  town  of  Goldsboro ;  and  there 
shall  be  and  is  hereby  incorporated  a  company  to  be  called 
"The  North  Carolina  and  Western  Railroad  Company,"  with 
a  capital  of  three  millions  of  dollars,  to  commence  on  the 
North  Carolina  Rairoad  at  or  near  the  town  of  Salisbury, 
thence  the  most  practicable  route  across  the  Blue  Ridge  to 
the  Tennessee  line,  w;  ich  companies  when  formed  in  com- 
pliance with  the  conditions  hereinafter  prescribed,  shall  have 
a  corporate  existence  each  as  a  body  politic  for  the  term  of 
ninety  nine  years 

Sec.  2.  Be  it  further  enacted,  That  for  the  purpose  of 
forming  said  capital  stock  of  the  said  Atlantic  and  North 
Carolina  Railroad  Company,  the  iollowing  persons  be  and  the 
same  are  hereby  appointed  commissioners:  Isaac  Ramsey,  of 
Carteret  County;  Alonzo  T.  Jerkins,  of  New  Berne  ;  Lucien 
Edwards,  of  Greene,  and  Elisha  Pipkin,  of  Wayne;  that  it 
shall  be  lawful  to  open  books  in  the  town  of  Beaufort,  under 
the  direction  of  Richard  Hall,  M.  F.  Arendell,  Capt.  Duncan, 
Josiah  F.  Bell,  or  any  three  of  them;  at  New-Berne,  William 
G.  Bryan,  Charles  Slover,  John  Blackwell,  John  R.  Justice, 
William  H.  Washington,  George  S.  Stevenson,  Moses  W. 
Jarvis,  Edward  R.  Stanly,  Fred  P.  Latham,  Israel  Disosway, 
Hardy  B.  Lane.  Sen'r,  James  0.  Stevenson.  Henry  G.  Cutler, 
Alexander  Miller,  Alexander  Mitchell ;  at  Trenton,  Dr.  John 


CL- 


Shackle  ford,  C.  Williams,  Benjamin  Askew,  Joseph  Kmcey. 
Sen'r,  Joseph  Whitty;  at  Kinston,  Thomas  Woodley,  John  C. 
Washington,  Louis  Desmond,  Nicholas  Hunter  ;  at  Goldsboro, 
W.  S.  G.  Andrews,  W.  B.  Gulick,  Thomas  Kennedy,  William 
B.  Edmondson,  W.  K.  Lane;  at  Waynesboro,  Richard  Wash- 
ington, Dr.  Daniel  Cogdell ;  at  Smithfield,  William  H.  Wat- 
son, William  S.  Ballenger,  Thomas  Loc&hard,  William  IL 
Morning,  Linn  B.  Sanders;  at  Raleigh,  Romulus  M.  Saunders, 
George  W.  Mordecai,  W.  W.  Holden,  John  H.  Bryan,  Edward 
Yarborough,  Willis  Whitaker;  at  Jacksonville,  George  Ward, 
Join  M.  Franks,  John  A.  Averett,  Owen  Huggins;  at  Swans- 
boro,  David  W.  Sanders,  R.  McLane,  0.  E.  Glover,"  Daniel 
Hargate,  Elijah  Fergerson,  Joshua  Rawk  and  Henry  H. 
Harper,  of  Snow  Hill ;  James  Williams,  Henry  Beat  and 
William  iV.  Darden,  of  Greene  County. 

Sec.  3.  Be  it  further  enacted,  That  all  who  may  hereafter 
be  authorized  to  open  books  for  subscription  of  stock  by  the 
commissioners  herein  appointed  for  that  purpose  shall  open 
said  books  at  arjy  time  after  the  ratification  of  the  act,  twenty 
days  previous  notice  being  given  in  some  one  or  more  of  the 
public  newspapers  in  this  State,  and  that  the  said  books, 
when  opened,  shall  be  kept  open  for  the  space  of  thirty  days 
at  least,  and  ;ts  long  thereafter  as  'he  commissioners  first 
above  named  shall  direct,  and  tiia  all  subscriptions  of  stock 
shall  be  in  shares  of  one  hundred  dollars,  the  subscriber  pay- 
ing at  the  time  of  making  such  subscription  five  dollars  on 
each  share  tins  subscribed,  or  by  giving  his  promissory  note 
for  that  sum  to  the  person  authorized  to  receive  such  subscrip- 
tion, and  in  case  of  failure  to  pay  such  sum  or  note,  all  such 
subscriptions  shall  be  void  and  of  no  effect;  and  upon  closing 
the  books  all  such  sums  or  rates  as  shall  have  been  thus  re- 
ceived of  subscribers  on  the  first  installment  shall  be  paid  to 
the  commissioners  named  in  the  second  section  of  this  act  by 
the  person  receiving  them,  and,  for  failure  thereof,  such  per- 
son or  persons  shall  be  liable  to  said  general  commissioners 
before  the  organization  of  said  company,  and  to  the  company 
itself  after  its  organization,  to  be  recorded  in  the  superior 
court  of  law  in  the  county  where  such  delinquent  resides,  or 
if  he  reside  out  of  the  State,  then  in  any  court  of  such  State 
-having  competent  jurisdiction.  The  said  general  commis- 
sioners shall  haye  power  to  call  on  and  require  all  persons  em- 
powered to  receive  subscriptions  at  any  time  and  from  time  to 
time  as  a  majority  of  them  may  think  proper;  to  make  return 
of  tl  e  stock  by  them  respectively  received,  and  to  make  pay- 
ment of  all  sums  made  by  the  subscribers ;  that  all  persons  re- 
ceiving subscriptions  of  stock  shall  pass  a  receipt  to  the  sub- 


scriber  for  the  payment  of  the  first  installment,  as  heretofore 
required  to  be  paid,  and  upon  the  settlement  with  the  general 
commissioners  as  aforesaid,  it  si  all  be  the  duty  of  the  said 
general  commissioners  in  like  manner  to  pass  their  receipt  for 
all  sums  of  money  thus  received  to  the  person  from  whom  re- 
ceived, and  such  receipts  shall  be  taken  and  held  to  be  good 
and  sufficient  vouchers  to  the  persons  holding  them. 

Sec.  4.  Be  it  further  enacted,  That  it  shall  be  the  duty  of 
said  general  commissioners  To  direct  and  authorize  the  keeping 
open  of  books  for  the  subscription  of  stock  in  the  manner 
above  described  until  the  sum  of  three  thousand  dollars  shall 
have  been  subscribed  to  the  capital  stock  of  said  company,  and 
that  as  soon  as  the  sum  of  three  thousand  dollars  shall  have- 
been  subscribed  and  the  first  installment  of  five  dollars  per 
share  on  said  sum  shall  have  been  received  by  the  general 
commissioners  as  aforesaid,  said  company  shall  be  regarded  as 
formed,  and  the  said  commissioners  or  a  majority  of  them, 
shall  sign  and  seal  a  duplicate  to  that  effect,  with  the  names 
of  the  subscribers  appended,  and  cause  one  of  the  said  dupli- 
cates to  be  deposited  in  the  office  of  the  Secretary  of  State,  and, 
thenceforth,  from  the  closing  of  the  books  for  subscription  as 
aforesaid,  the  said  subscribers  to  the  stock  shall  form  a  body 
politic  and  corporate  in  deed  and  in  law  for  the  purposes 
aforesaid  by  the  name  and  style  of  the  "  Atlantic  and  North 
Carolina  Railroad  Company." 

Sec.  5.  Be  it  further  enacted,  That  whenever  the  sum  of 
three  hundred  thousand  dollars  shall  be  subscribed  in  manner 
and  form  aforesaid,  the  subscribers,  their  executors,  adminis- 
trators, and  assigns,  shall  be  and  they  are  hereby  declared  to 
be  incorporated  into  a  company  by  the  name  and  style  ,of 
"  Atlantic  and  North  Carolina  Railroad  Company  "  and  by 
that  name  shall  be  capable  in  law  and  equity  of  purchasing, 
holding,  selling,  leasing  and  conveying  estates,  real,  personal 
and  mixed,  acquiring  the  same  by  gift,  or  devise,  so  far  as  shall 
be  necessary  for  the  purposes  embraced  within  the  scope, 
object  and  intent  of  this  charier  and  no  farther,  and  shall 
have  perpetual  succession,  and  by  their  corporate  name  may 
sue  and  be  sued,  plead  and  be  impleaded  in  any  court  of  law 
and  equity  in  the  State  of  North  Carolina,  and  may  use  a 
common  seal,  which  they  may  alter  or  renew  at  pleasure,  and 
shall  have  and  enjoy  all  other  rights  and  immunities  which 
other  corporate  bodies  may  and  of  right  do  exercise,  and  may 
make  all  such  by-laws,  rules  and  regulations  as  are  necessary 
for  the  government  of  the  corporation,  or  of  effecting  the  ob- 
ject for  which  it  is  created,  not  inconsistent  with  the  constitu- 
tion and  laws  of  the  United  States  and  of  this  State. 


Sec.  6,  Be  it  further  enacted,  That  notice  of  process  upon 
the  principal  agents  of  said  company,  or  the  president,  or  any 
of  the  directors  thereof,  shall  be  deemed  and  taken  to  be  due 
and  lawful  notice  of  service  of  process  upon  the  company,  so 
as  to  bring  it  before  any  court  within  the  State  of  North  Caro- 
lina. 

Sec.  7.  Be  it  further  enacted,  That  as  soon  as  the  sum  of 
three  hundred  thousand  dollars  shall  have  been  subscribed  in 
the  manner  and  form  aforesaid,  ir,  shall  be  the  duty  of  the 
general  commissioners  appointed  under  the  second  section  of 
this  act,  to  appoint  a  time  for  stockholders  to  meet  at  the  town 
of  New-Berne,  in  Craven  County,  which  they  shall  cause  to  be 
previously  published  for  the  space  of  thirty  days,  in  one  or 
more  newspapers,  as  they  may  deem  proper;  at  which  time  and 
place  the  said  stockholders  in  person  or  [by]  proxy,  shall  pro- 
ceed to  elect  the  directors  of  the  company,  and  enact  all  such 
regulations  and  by-laws  as  may  be  necessary  for  the  govern- 
ment of  the  corporation  and  the  transaction  of  its  business. 
The  persons  elected  directors  at  this  meeting  will  serve  such 
period,  not  exceeding  one  year,  as  the  stockholders  may  direct 
and  fix  at  this  meeting.  The  stockholders  shall  fix  on  The  day 
and  place  where  the  subsecpient  election  of  directors  shall  be 
held;  and  such  elections  shall  henceforth  be  annually  made; 
but  it  the  day  of  annual  election  shall  pass  without  any  election 
of  diiectors,  the  corporation  shall  not  therefore  be  dissolved, 
but  it  shall  be  lawful  on  any  other  day  to  hold  and  make  such 
election  in  such  manner  as  may  be  prescribed  by  a  by-law  of 
the  corporation. 

Sec.  8.  Be  it  further  enacted,  That  the  affairs  of  the  com- 
pany shall  be  managed  and  directed  by  a  general  board,  to  con- 
sist of  eight  directors,  to  be  elected  by  the  stockholders  from 
among  their  number,  at  the  first  subsequent  general  annual 
meeung,  as  prescribed  in  the  seventh  section  of  this  act,  and 
that  no  one  shall  serve  as  a  director  who  is  not  a  stockholder. 

Sec.  9.  Be  it  further  enacted,  That  the  election  of  directors 
shall  be  by  ballot,  each  stockholder  having  as  many  votes  as  he 
has  shares  in  the  stock  of  said  company,  and  the  person  having 
a  majority  of  all  the  votes  polled,  shall  be  considered  as  duly 
elected. 

Sec  10.  Be  it  further  enacted,  That  the  president  of  the 
company  shall  be  elected  by  the  directors  from  among  their 
own  number,  in  such  manner  as  the  regulations  of  the  company 
shall  prescribe. 

Sec.  11.  Be  it  further  enacted,  That  at  the  first  general 
meeting  of  the  stockholders  to  be  called  under  section  seventh 
of  this  act,  a  majority  of  all  the  shares  subscribed  shall  be 


represented  before  proceeding  to  business,  and  if  a  sufficient 
number  do  not  appear  on  the  day  appointed,  those  who  do  at- 
tend shall  have  power  to  adjourn  from  time  to  time,  until  a 
regular  meeting  shall  be  thus  formed,  and  at  such  meeting  the 
stockholders  may  provide  by  a  by  law  as  to  the  number  of 
stockholders  and  the  amount  of  the  stock  to  be  held  by  them, 
which  shall  constitute  a  quorum  for  transacting  business  at  all 
subsequent  regular  or  called  meetings  of  stockholders  and  di- 
rectors. 

Sec.  12.  Be  it  further  enacted,  That  in  all  elections  and 
upon  all  votes  taken  in  any  general  meeting  of  the  stock- 
holders, upon  any  by-law  or  any  of  the  affairs  of  the  company, 
each  share  of  stock  shall  be  entitled  to  one  vote,  and  that  any 
stockholder  in  said  company  may  vote  by  proxy,  and  proxies 
may  be  verified  in  such  manner  as  the  stockholders  by  by-laws 
may  prescribe. 

Sec.  13.  Be  it  further  enacted,  That  the  general  commis- 
sioners shall  make  their  return  of  the  shares  of  stock  sub- 
scribed for  the  first  general  meeting  of  the  stockholders,  and 
pay  over  to  the  directors  elected  at  said  meeting,  or  to  their 
authorized  agent,  all  sums  of  money  received  from  subscribers, 
and  for  failure  therefor,  shall  be  liable  to  said  company,  to  be 
recovered  at  the  suit  of  said  company  in  any  superior  court  of 
law  in  this  State,  within  the  county  where  such  delinquent  or 
delinquents  may  reside,  and  in  like  manner  from  said  delin- 
quent or  delinquent's  exectcor  or  administrators  in  case  of  his 
or  their  death. 

Sec.  14,  Be  it  further  enacted,  That  the  board  of  directors 
may  fill  all  vacancies  which  may  occur  in  their  body  during 
the  period  for  which  they  have  been  elected,  and  in  the  absence 
of  the  president  may  fill  his  place  by  electing  a  president  pro 
tern.,  from  among  their  number. 

Sec.  15.  Be  if  further  enacted,  That  all  contracts  or  agree- 
ments authenticated  by  the  president  and  secretary  of  the  board 
of  directors  shall  be  binding  on  the  company  without  a  seal,  or 
sucH  a  mode  of  authentication  may  be  used  as  the  company  by 
their  by-laws  may  adopt. 

Sec.  10.  Be  it  further  enacted,  That  the  company  shall 
have  power  and  may. proceed  to  construct  as  speedily  as  pos- 
sible a  railroad  with  one  or  more  tracts  of  the  same  width  of 
the  North  Carolina  Railroad,  to  be  used  with  steam  power, 
which  shall  extend  from  the  most  practicable  point  at  or  near 
the  town  of  Beaufort,  in  Carteret  County,  in  the  manner  pre- 
scribed in  the  second  section  of  this  act  to  the  terminus  of  the 
IS^orth  Carolina  Railroad,  at  or  near  the  town  of  Goldsboro,  in 
the  county  of  Wayne,  and  said  company  may  use  any  section 


of  the  railroad  constructed  by  them  before  the  whole  of  said 
road  shall  be  completed. 

Sec.  17.  Be  it  further  enacted,  That  the  said  company  shall 
have  the  exclusive  right  of  conveying  or  transporting  of  per- 
sons, goods,  merchandise  and  produce  over  the  said  railroad  to 
be  by  them  constructed,  at  such  charges  as  may  be  fixed  on  by 
a  majority  of  the  directors. 

Sec.  18.  Be  it  further  enacted,  That  the  said  company  may, 
when  they  see  proper,  farm  out  the  right  of  transportation 
over  said  railroad,  subject  to  the  rules  above  mentioned,  and 
the  said  company  and  every  person  who  may  have  received 
from  them  the  right  of  transportation  of  goods,  wares  and  pro- 
duce on  said  railroad,  shall  be  deemed  a  common  carrier  as  re- 
spects all  goods,  wares  and  merchandise  entrusted  to  them  for 
transportation. 

Sec.  19.  Be  it  further  enacted,  That  the  board  of  directors 
may  call  for  the  payment  of  the  sums  subscribed  as  stock  in 
said  company  in  such  installments  as  the  interest  of  said  com- 
pany may,  in  their  opinion  require.  The  call  for  each  pay- 
ment shall  be  published  in  one  or  more  newspapers  in  this 
State  for  the  space  of  one  month  before  the  day  of  payment, 
and  on  failure  of  any  stockholder  to  pay  each  installment  as 
thus  required,  the  directors  may  sell  at  public  auction,  on  a 
previous  notice  of  ten  days,  for  cash,  all  the  stock  subscribed 
for  in  said  company  by  such  stockholders,  and  convey  the  rame 
to  the  purchaser  at  said  sale  ;  and  if  said  sale  do  not  produce  a 
sufficient  sum  to  pay  off  the  incidental  expenses  of  the  sale  and 
the  entire  amount  owing  by  such  stockholders  to  the  company 
for  such  subscription  of  stock,  then,  and  in  that  case,  the  whole 
of  such  balance  shall  be  taken  and  held  as  due  at  once  to  the 
company  and  may  be  recovered  of  such  stockholder,  or  his  ex- 
ecutors, administrators  or  assigns,  at  the  suit  of  said  company, 
either  by  summary  motion  in  the  court  of  superior  jurisdiction 
in  the  county  where  the  delinquent  resides,  on  a  previous  notice 
of  ten  days  to  said  subscriber,  or  by  act:on  of  assrmpsit  in  any 
court  of  competent  jurisdiction,  or  warrant  before  a  justice  of 
the  peace,  when  the  sum  does  not  exceed  one  hundred  dollars, 
and  in  all  cases  of  assignment  of  stock  before  the  whole  amount 
has  been  paid  to  the  company,  then  for  all  sums  due  on  the 
stock  both  the  original  subscribers  and  the  first  and  all  subse- 
quent assignees  shall  be  liable  to  the  company,  and  the  same  to 
be  recovered  as  above  directed. 

Sec.  20.  Be  it  further  enactei,  That  the  debt  of  stock- 
holders due  the  company  for  stock  therein,  either  a^  original 
proprietor  or  as  first  or  subsequent  assignee,  shall  be  considered 
as  of  equal  dignity  with  judgments  in  the  distribution  of  assets 


of  a,  deceased  stockholder  by  his  legal  representatives. 

Sec.  21.  Be  it  further  enacted,  That  the  said  company  shall 
issue  certificates  of  stock  to  its  members,  and  said  stock  may  be 
transferred  in  such  manner  and  form  as  may  be  directed  by 
the  by-laws  of  the  company. 

Sec.  22.  Be  it  further  enacted,  That  the  board  of  directors 
shall,  once  in  every  year,  make  a  full  report  on  the  state  of  the 
company  and  its  affairs,  to  a  general  meeting  of  the  stock- 
holders, and  oftener  if  required ;  and  shall  have  power  to  call  a 
general  meeting  of  the  stockholders  when  the  board  may  deem 
it  expedient;  and  the  company  may  provide  in  their  by-laws 
for  occasional  meetings  being  called,  and  prescribe  the  mode 
thereof. 

Sec.  23.  Be  it  further  enacted,  That  the  said  company  may 
purchase,  have  and  hold  in  fee,  for  a  term  of  years,  any  lands, 
tenements,  or  hereditaments  which  may  be  necessary  for  said 
road  or  the  appurtenances  therefor,  or  for  the  erection  of  de- 
positories, store  houses,  houses  for  the  officers,  servants,  or 
agents  for  the  company,  or  for  work-shops  or  foundries  to  be 
used  for  the  said  company  or  for  procuring  stone  or  other  ma- 
terials necessary  to  the  construction  of  the  road,  or  for  effecting 
transportation  thereon,  and  for  no  other  purpose  whatever. 

Se  -.  24.  Be  it  further  enacted,  That  the  company  shall  have 
the  right,  when  necessary,  to  construct  the  said  road  across  or 
along  any  public  road  or  water-course  :  Provided,  That  the  said 
company  shall  not  obstruct  any  public  road  without  construct- 
ing another  equally  as  good  and  as  convenient,  nor  without 
making  a  draw  in  any  bridge  of  said  road,  which  may  cross 
navigable  streams,  sufficient  for  the  passage  of  vessels  navigat- 
ing such  streams. 

Sec.  25.  Be  it  further  enacted,  That  when  any  lands  or 
right  of  way  may  be  required  by  said  company  for  the  purpose 
of  constructing  their  road,  and  for  the  want  of  agreement  as  to 
the  value  thereof,  or  for  any  other  cause,  the  same  cannot  be 
purchased  from  the  owner  or  owners,  the  same  may  be  taken 
at  a  valuation  to  be  made  by  five  commissioners,  or  a  majority 
of  them,  to  be  appointed  by  any  court  of  record  having  com- 
mon law  jurisdiction,  in  the  county  where  some  part  of  the 
land  or  right  of  way  is  situated.  In  making  the  said  valuation, 
the  said  commissioners  shall  take  into  consideration  the  loss  or 
damage  which  may  accrue  to  the  owner  or  owners  in  conse- 
quence of  the  land  or  right  of  way  being  surrendered,  and  the 
benefit  and  advantage  he,  she  or  they  may  receive  from  the 
erection  or  establishment  of  the  railroad  or  work,  and  shall 
state  particularly  the  value  and  amount  of  each,  and  the  excess 
of  loss  and  damage  over  and  above  the  advantage  and  benefit 


shall  form  the  measure  of  valuation  of  the  said  land  or  right  of 
way :  Provided,  nevertheless,  That  if  any  person  or  persons  over 
whose  land  the  road  may  pass  shall  be  dissatisfied  with  the 
valuation  of  said  commissioners,  then  and  in  that  case  the  per- 
son or  persons  so  dissatisfied,  or  the  president  and  directors  of 
the  road  may  have  an  appeal  to  the  superior  court  in  the 
county  where  the  said  valuation  has  been  made,  or  in  either  in 
which  the  land  lies,  when  it  may  lie  in  more  than  one  county, 
under  the  same  rules,  .regulations  and  restrictions,  as  in  ap- 
peals from  judgments  of  justices  of  the  peace;  the  proceedings 
of  the  said  commissioners,  accompanied  with  a  full  description 
of  said  land  or  right  of  way  shall  be  returned  under  the  hands 
and  seals  of  a  majority  of  the  commissioners  to  the  court  from 
which  the  commission  issued,  there  to  remain  a  matter  of  rec- 
ord ;  and  the  lands  or  right  of  way  so  valued  by  the  said  com- 
missioners shall  vest  in  said  company  so  long  as  the  same  shall 
be  used  for  the  purposes  of  said  railroad  as  soon  as  the  valua- 
tion may  be  paid,  or  when  refused,  may  have  been  tendered ; 
Provided,  That  on  application  for  the  appointment  of  commis- 
sioners under  this  section,  it  shall  be  made  to  appear  to  the 
satisfaction  of  the  court  that  at  least  ten  days'  previous  notice 
has  been  given  by  the  applicant  to  the  owner  or  owners  of  land 
so  proposed  to  be  condemned,  or  if  the  owner  or  owners  be  in- 
fants, or  non  compos  mentis,  then  the  guardian  ot  such  owner 
or  owners,  if  such  guardian  can  be  found  within  the  county,  or 
if  he  cannot  be  found,  then  such  appointment  shall  not  be 
made  unless  notice  of  the  application  shall  have  been  publis!  ed 
at  least  one  month  next  preceding,  in  some  newspaper  printed 
as  convenient  as  may  be  to  the  court  house  of  the  county,  and 
shall  have  been  posted  at  the  door  of  the  court  house  on  the 
first  day,  at  least,  of  the  term  of  said  court  to  which  the  appli- 
cation is  made  :  Provided,  further,  That  the  valuation  provided 
for  in  this  section  shall  be  made  on  oath  by  the  commissioners 
aforesaid,  which  oath  any  justice  of  the  peace  or  clerk  of  the 
court  of  the  county  in  which  the  land  or  part  of  it  lies,  is  hereby 
authorized  to  administer  :  Provided,  further,  That,  the  right  of 
condemnation,  however  granted,  shall  not  authorize  the  said 
company  to  invade  the  dwelling-house,  yard,  or  burial-ground 
of  any  individual  without  his  consent. 

Sec.  26.  Be  it  further  enacted,  That  the  right  of  said  com- 
pany to  condemn  lands  in  the  manner  described  in  the  25th 
section  of  this  act  shall  extend  to  the  condemning  one  hundred 
feet  on  each  side  of  the  main  track  of  the  road,  measuring  from 
the  centre  of  the  same,  unless  in  deep  cuts  and  fillings,  when 
the  said  company  shall  have  power  to  condemn  as  much  in  ad- 
dition thereto  as  may  be  necessary  for  the  purposes  of  con- 


structing  said  road  ;  and  the  company  shall  also  have  power 
to  condemn  and  appropriate  lands  in  like  manner  for  the  con- 
structing and  building  depots,  warehouses,  buildings  for  ser- 
vants, agents  and  persons  employed  on  the  road,  not  exceeding- 
two  acres  in  any  one  lot  or  station. 

Sec.  27.  Be  it  further  enacted,  That  in  the  absence  of  any 
contract  or  contracts  with  said  company  in  relation  to  lands 
through  which  said  road  or  its  branches  may  pass,  signed  by 
the  owner  thereof,  or  by  his  agent,  or  any  claimant,  or  any  per- 
sons in  possession  thereof,  which  may  be  confirmed  by  the 
owner  thereof,  it  shall  be  presumed  that  the  land  upon  which 
the  said  road  or  any  of  its  branches  may  be  constructed,  to- 
gether with  a  space  of  one  hundred  feet  on  each  side  of  the 
centre  of  said  road,  has  been  granted  to  the  said  company  by 
the  owners  thereof;  and  the  said  company  shall  have  good 
right  and  title  thereto,  and  shall  hold  and  enjoy  the  same  as 
long  as  the  same  shall  be  used  for  the  purposes  of  said  road ; 
and  no  longer,  unless  the  person  or  persons  owning  the  said 
land  at  the  time  that  part  of  said  road  which  may  be  on  the 
said  land  was  finished,  or  those  claiming  under  him,  her.  or 
them,  shall  apply  for  an  assessment  of  the  value  of  said  land  as 
hereinbefore  directed,  within  two  years  next  after  that  part  of 
the  said  road  was  finished  ;  and  in  case  the  said  owner  or 
owners,  or  those  claiming  under  him,  her.  or  them,  shall  not 
apply  within  two  years  next  after  the  said  part  was  finished, 
he,  she,  or  they  si  all  forever  be  barred  from  recovering  said 
lands,  or  having  any  assesment  or  compensation  therefor; 
Provided,  That  nothing  herein  contained  shall  affect  the  rights 
of  feme  coverts,  or  infants,  until  two  years  after  the  removal  of 
their  respective  disabilities. 

Sec.  28.  Be  it  further  enacted,  That  all  lands  not  heretofore 
granted  to  any  person,  nor  appropriated  by  law  to  the  use  of 
the  State,  within  one  hundred  feet  of  the  centre  of  said  road 
which  may  be  constructed  by  the  said  company,  shall  vest  in 
the  company  as  soon  as  the  line  of  the  road  is  laid  out  through 
it,  and  any  grant  of  land  thereafter  shall  be  void. 

Sec.  29.  Be  it  further  enactei,  That  if  any  person  shall  in- 
trude upon  the  said  road  by  any  manner  of  use  thereof,  or  of 
the  rights  and  privileges  connected  therewith,  without  per- 
mission, or  contrary  to  the  will  of  said  company,  he,  she,  or  they 
may  be  indicted  for  a  misdemeanor,  and  upon  conviction  there- 
of, fined  and  imprisoned  by  any  court  of  competent  jurisdiction 
in  the  State. 

Sec.  30.  Be  it  further  enacted,  That  every  obstruction  to 
the  safe  and  free  passage  of  vehicles  on  the  said  road  or  its 
branches,  shall  be  deemed  a  public  misdemeanor,   and  may  be 


i 


10 


abated  as  such  by  any  officer,  agent,  or  servant  of  said  com- 
pany, and  the  person  causing  such  obstructions  may  be 
indicted  and  punished  for  erecting  a  public  nuisance. 

Sec.  31.  Be  it  further  enacted,  That  the  said  company  shall 
have  the  right  to  take  at  the  store-houses  they  may  establish, 
or  annex  to  their  said  railroad,  or  the  branches  thereof,  all 
goods,  wares,  merchandise,  and  produce  intended  for  transport- 
ation, prescribe  the  rules  of  priority  and  charges,  and  receive 
such  just  and  reasonable  compensation  for  storage  as  they  by 
rules  may  establish,  (which  they  shall  cause  to  be  published,) 
or  as  may  be  fixed  by  agreement  with  the  owner,  which  may  be 
distinct  from  the  rules  of  transportation :  Provided,  That  the 
said  company  shall  not  charge  or  receive  storage  on  goods, 
wares,  and  merchandise,  or  produce,  which  may  be  delivered 
to  them  at  their  regular  depositories  for  immediate  transporta- 
tion ;  and  which  the  company  may  have  power  to  transport 
immediately. 

Sec.  32.  Be  it  further  enacted,  That  the  profits  of  the  com- 
pany, or  so  much  thereof  as  the  general  board  may  deem  advis- 
able, shall,  when  the  affairs  of  the  company  will  permit,  be 
semi  annually  divided  among  the  stockholders  in  proportion 
to  the  stock  they  may  own. 

Sec.  33.  Be  it  further  enacted,  That  it  shall  be  lawful  for 
any  incorporated  town  or  county  near  or  through  which  said 
railroad  may  pass,  to  subscribe  for  such  an  amount  of  stock  in 
said  company  as  they  shall  be  authorized  to  do  by  the  inhabi- 
tants of  said  town,  or  the  citizens  of  such  county,  in  manner 
and  form  as  hereinafter  provided. 

Sec.  34.  Be  it  further  enacted,  That  the  corporate  authori- 
ties of  such  town,  or  the  justices  of  the  peace  of  such  county,  a 
majority  of  the  justices  of  the  county  concurring  to  make  an 
order  requiring  the  constable  of  such  town,  and  the  sheriff  of 
such  county,  at  such  time  and  on  such  notice  as  they  shall 
direct,  to  open  a  poll  and  take  the  sense  of  the  voters  of  such 
town  qualified  to  vote  for  town  officers  and  of  the  voters  of 
such  county  qualified  to  vote  for  members  of  the  House  of 
Commons  of  the  General  Assembly,  whether  the  officers  of 
said  town,  and  the  justices  of  the  peace  of  said  county,  shall 
subscribe  to  the  stock  of  such  company  for  such  sum  as  the 
order  shall  propose,  and  the  constable  shall  make  return  of 
the  number  against  it,  and  the  sheriff  shall,  in  like  manner, 
make  return  as  to  the  vote  in  his  county  to  the  first  court 
thereafter  to  be  held  for  such  county,  and  it  shall  be  the  duty 
of  the  sheriff  to  notify  each  justice  of  said  county  to  attend  at 
the  court  house,  to  which  he  may  make  his  returns  of  said  poll. 

Sec  35.  Be  it  further  enacted,  That  if  upon  the  return  of 


11 


such  constable,  and  of  such  sheriff,  it  shall  appear  that  a  ma- 
jority of  the  qualified  voters  of  such  town,  and  by  the  return 
of  the  sheriff  that  a  majority  of  the  qualified  voters  of  such 
county  voting  upon  the  question,  are  in  favor  of  the  subscrip- 
tion, the  corporate  authorities  of  such  town,  and  the  justices  of 
such  county  shall  appoint  an  agent  to  make  the  subscription 
in  behalf  of  such  town  and  county,  to  be  paid  for  in  bonds  of 
such  town  and  county,  and  on  such  time  as  shall  be  agreed  on 
by  said  town  officers  and  the  justices  of  such  county. 

Sec.  36.  Be  it  further  enacted,  That  for  the  purpose  of  pay- 
ing the  quotas  on  said  stock  as  may  be  called  for,  or  the  in- 
stallments on  such  subscriptions  as  may  fall  due,  the  town 
authorities  and  the  justices  of  the  county  shall  have  power  to 
appoint  an  agent  or  agents  to  negotiate  a  loan  or  loans  for 
and  in  the  name  of  such  town  and  county,  and  it  shall  be  the 
duty  of  the  authorities  of  such  town,  and  of  the  justices  of 
such  county,  to  levy  such  taxes  annua' ly  on  the  persons,  lands 
and  other  property  within  such  town  andcounty  as  may  be 
sufficient  to  pay  the  amount  of  such  loan  or  loans,  and  the 
interest  thereon,  and  as  said  town  authorities  and  justices  of 
such  county  shall  deem  necessary  and  proper,  and  to  make 
such  order  or  orders  as  shall  be  deemed  necessary  for  the  due 
collection  and  payment  of  the  same,  and  the  stock  subscribed 
on  behalf  of  such  town  and  county  shall  stand  pledged  for  the 
payment  of  the  loan  thus  authorizod  to  be  contracted. 

Sec.  37.  Be  it  further  enacted,  That  the  right  to  the  stock 
in  the  company  hereby  authorized  to  be  subscribed,  shall  vest 
in  the  town  and  county  making  such  subscriptions,  and  the 
corporate  authorities  of  said  town,  and  the  justices  of  such 
county,  shall  have  power  from  time  to  time  to  appoint  a  proxy 
to  represent  the  stock  in  the  meeting  of  the  stockholders  of  the 
company,  and  also  an  agent  to  collect  the  dividends  on  such 
stock,  and  when  collected  to  apply  the  same  to  the  payment  of 
the  bonds  and  interest  negotiate  as  aforesaid. 

Sec.  38.  Be  it  further  enacted,  That  the  Governor,  as  pres- 
ident of  the  board  ot  internal  improvements  be,  and  is  hereby 
authorized  and  required  to  make  the  necessary  arrangements 
with  the  president  and  directors  of  the  North  Carolina 
Railroad,  for  a  survey  of  the  most  practicable  route  for  a  rail- 
road, from  the  most  eligible  point  in  the  harbor  of  Beaufort  by 
New-Berne,  Trenton  and  Kinston  to  the  terminus  of  the  North 
Carolina  Railroad,  at  or  near  Goldsboro,  and  that  the  sum  of 
four  thousand  dollars  is  hereby  appropriated  to  cover  the 
State's  portion  of  the  expenses  of  said  survey,  to  be  paid  by  the 
public  treasurer ;  and  that  it  shall  be  the  duty  of  the  chief 
engineer,  who  shall  make  such  survey,  to  cause  an  accurate 


12 


estimate  to  be  made  of  the  probable  cost  for  the  construction 
of  said  railroad,  and  that  he  report  the  same  to  the  board  of 
internal  improvements. 

Sec.  39.  Be  it  further,  enacted,  That  the  president  and  di- 
rectors of  the  several  banks  of  this  State,  by  and  with  the  con- 
sent of  a  majority  of  the  stockholders  thereof  respectively,  shall 
have  power  and  authority  to  subscribe  in  the  name  and  on  be- 
half of  their  corporations  respectively,  for  such  an  amount  of 
the  capital  stock  of  the  Atlantic  and  North  Carolina  Railroad 
Company  as  they  may  think  proper. 

Sec.  40.  Be  it  further  enacted,  That  in  case  of  domestic 
invasion  or  insurrection,  the  company  shall  transport  the 
troops  and  munitions  of  war  of  the  State  free  of  c\  arge. 

Sec.  41.  Be  it  further  enacted,  That  the  following  officers 
and  servants,  and  persons  in  the  actual  employment  of  said 
company,  be,  and  they  are  hereby  exempt  from  the  performance 
of  jury  and  ordinary  military  duty  :  the  president  and  treasurer 
of  the  board  of  directors,  and  the  chief  and  assistant  engineers, 
the  secretaries  and  accountants  of  the  company,  keepers  of  the 
depositories,  guards  stationed  on  the  road  to  protect  it  from 
injury,  and  such  persons  as  may  be  working  locomotives,  en- 
gines, and  traveling  with  the  cars  for  the  purpose  of  attending 
to  the  transportation  of  produce,  goods,  and  passengers  on  the 
lands. 


13 

AMENDMENTS 

TO     THE 

CHARTER, 

Passed  at  the  Sess'on  of  the  Legislature  for  l854-'55. 


A  Bill  to  amend  an  Act  entitled,  An  Act  to   incorporate  the 
Atlantic  and  North  Carolina,  and  the  JSiorth  Carolina  and 
Western  Railroad  Company. 

Sec.  1.  Be  it  enacted  bv  the  C4eneral  iVssembly  of  the  State  of 
North  Carolina,  and  it  is  hereby  enacted  by  the  authority  of 
the  same,  that  the  act  incorporating  the  Atlantic  and  North 
Carolina  Eailroad  Company  be  and  the  same  is  hereby  amended 
in  the  following  particulars:  a  majority  of  the  stockholders,  in 
general  meeting  concurring,  to-ioit :  the  capital  stock  of  said 
Atlantic  and  North  Carolina  Eailroad  Company  shall  be  six- 
teen hundred  thousand  dollars. 

Stc.  2.  Be  it  further  enacted,  That  the  said  company  at  any 
time  may  increase  its  capi'al  to  a  sum  sufficient  to  complete 
said  road,  by  opening  books  for  new  stock,  or  selling  such  new 
stock,  or  by  borrowing  money  on  the  credit  of  the  company, 
and  on  'he  mortgage  of  its  charter  and  works,  and  the  manner 
in  which  the  same  shall  be  prescribed  by  the  stockholders  at  a 
general  meeting. 

Sec.  3.  Be  it  further  enacted,  That  the  affairs  of  the  com- 
pany shall  be  managed  and  directed  by  a  general  board,  to  con- 
sist of  twelve  directors,  eight  of  whom  shall  be  appointed 
annually  by  the  board  of  internal  improvements,  and  may  be 
removed  in  like'manner,  and  four  to  be  elected  by  the  stock- 
holders, at  their  next  general  meeting,  provided  no  one  but  a 
stockholder  of  at  least  five  shares  shall  serve  as  a  director. 

Sec.  4.  Be  it  further  enacted,  That  in  all  elections  and  upon 
all  questions  taken  in  any  general  meeting  of  the  stockholders, 
in  which  a  vote  by  stock  may  be  had,  the  vote  shall  be  taken 
according  to  the  following  scale:  the  owner  of  one  or  two 
shares  s!  all  be  entitled  to  one  vote;  the  owner  of  not  less  than 
three  and  not  more  than  four  shares  shall  be  entitled  to  two 
votes ;  the  owner  of  not  less  than  five  nor  more  than  six  shares 
shall  be  entitled  to  three  votes;  the  owner  of  not  less  than 
seven  nor  more  than  eight  shares,  to  four  votes;  the  owner  of 


14 


not  less  than  nine  nor  more  than  eleven  shares,  to  five  votes; 
the  owner  of  not  less  than  twelve  nor  more  than  fifteen  shares, 
to  six  votes ;  the  owner  of  not  less  than  sixteen  nor  more  than 
twenty  shares,  to  seven  votes;  the  owner  of  not  less  than 
twenty-one  nor  more  than  twenty-six  shares,  to  eight  votes ; 
the  owner  of  not  less  than  twenty-seven  nor  more  than  thirty- 
three  shares,  to  nine  votes  ;  the  owner  of  not  le:s  than  thirty- 
four  nor  more  than  forty  shares,  to  ten  votes ;  and  the  owner 
of  every  ten  shares  above  forty  shall  be  entitled  therefor  to  one 
vote,  Provided,  That  no  individual  or  company,  holding  stock 
in  said  company,  shall  be  entitled  to  more  than  two  hundred 
votes,  except  the  State,  which  shall  be  entitled  to  three  hundred 
votes ;  but  should  the  State  hereafter  transfer  any  part  of  its 
stock,  then  its  vote  shall  be  in  proportion  to  what  may  be  re- 
tained, as  compared  with  the  amount  now  represented  in  said 
corporation ;  the  State  shall  at  general  meetings  of  stockhold- 
ers be  represented  by  an  agent  or  proxy  appointed  by  the  Gov- 
ernor, and  such  agent  or  proxy  shall  be  entitled  in  the  general 
meetings  aforesaid  to  vote  according  to  the  above  scale  on  all 
questions  except  in  the  election  of  directors  by  the  individual 
stockholders. 

Sec.  5.  Beit  further  enacted,  That  whenever  it  shall  appear 
to  the  board  of  internal  improvements  of  this  State,  by  a  cer- 
tificate under  the  seal  of  said  company,  signed  by  their  treasu- 
rer, and  countersigned  by  their  president,  that  one-third  of  the 
capital  stock  of  said  company  has  been  subscribed  for  and 
taken  by  solvent  individuals  or  companies,  and  that  at  least 
three  hundred  thousand  dollars  of  said  stock  has  been  paid 
into  the  hands  of  the  treasurer  of  said  company,  the  said  board 
of  internal  improvements  shall  be  authorized  and  required  to 
subscribe  on  behalf  of  the  State  for  two-thirds  of  the  capital 
stock  of  said  company,  and  the  subscription  shall  be  paid  in 
the  following  manner  to-wit :  The  one-fourth  part  as  soon  as 
the  said  company  shall  commence  work,  and  one-fourth  p^rt 
thereof  every  six  months  thereafter,  until  the  whole  subscrip- 
tion in  behalf  of  the  State  shall  be  paid.  Provided:  The  treas- 
urer and  president  of  said  company  shall,  before  they  receive 
the  aforesaid  installments,  satisfactorily  assure  the  board  of 
internal  improvements,  by  certificates,  under  the  seal  of  said 
company,  that  an  amount  of  the  private  subscription  has  been 
paid  in  equal  proportion  to  the  payment  required  of  the  State. 

Sec.  6.  Be  it  further  enacted,  That  in  case  the  present  Leg- 
islature shall  not  provide  the  necessary  and  ample  means  to 
pay  the  aforesaid  installment  and  the  stock  subscribed  for  on 
behalf  of  the  State,  as  provided  for  in  the  fifth  section  of  this 
act,  in  that  event,  the  board  of  internal  improvements  is  hereby 


15 


authorized  and  empowered  to  borrow  on  the  credit  of  the  State 
to  the  amount  of  two-thirds  of  the  capital  stock  of  said  com- 
pany, as  the  same  may  be  needed  by  the  requirements  of  this 
act. 

Sec.  7.  Be  it  further  enacted,  That  in  case  it  shall  become 
necessary  to  borrow  the  money  by  this  act  authorized,  the  pub- 
lic treasurer  shall  issue  the  necessary  bonds  with  coupons 
attached,  signed  by  the  Governor,  and  countersigned  by  the 
public  treasurer,  and  sealed  with  the  great  seal  of  the  State, 

and  made  payable  to ,  or  bearer,  and  the  principal  shall 

be  payable  at  the  end  of  thirty  years  from  the  date  of  the  same, 
and  coupons  of  interest  payable  semi-annually  in  such  form 
as  may  be  prescribed  by  t*  e  public  treasurer,  shall  be  attached 
to  the  bonds,  and  the  bonds  and  coupons  attached  shall  be 
made  payable  at  such  bank  or  place  in  the  city  of  New  York, 
or  at  the  office  of  the  public  treasurer  in  Raleigh,  as  he,  the 
public  treasurer,  may  think  proper.  Provided,  however,  that 
no  such  bonds  shall  be  issued  for  a  sum  less  than  five  hundred 
dollars,  and  no  bond  shall  be  sold  for  a  less  sum  than  par  value, 
and  it  shall  be  the  duty  of  the  public  treasurer  to  enter  in  a 
book  to  be  kept  for  that  purpose,  a  memorandum  of  the  bonds 
issued  by  virtue  of  this  act,  the  number,  date  of  issue,  when 
and  where  payable,  to  whom  issued,  and  to  whom  sold,  and  at 
what  premium,  if  any,  the  same  was  sold  by  him. 

Sec.  8.  Be  it  further  enacted,  That  the  comptroller  shall 
register  the  said  bonds  at  large  in  a  book,  to  be  kept  by  him 
for  that  purpose,  and  shall  charge  the  public  treasurer  with 
the  amount  thereof,  and  also  with  all  such  sums,  if  any,  as  the 
public  treasurer  may  obtain  by  way  of  premium  on  the  sale  of 
such  bonds,  an  account  of  which  the  public  treasurer  shall 
render  to  the  comptroller  as  soon  as  negotiations  from  time  to 
time  for  the  sale  of  such  bonds  are  closed. 

Se<".  9.  Be  it  further  enacted,  That  if  it  shall  become  nec- 
essary to  issue  the  coupon  bonds  aforesaid,  the  public  treasurer 
shall  advertise  in  one  or  more  newspapers,  as  he  may  think 
best,  and  state  in  the  advertisement  thereof  that  said  bonds 
have  coupons  attached,  and  invite  sealed  proposals  for  such 
amounts  of  the  capital  stock  owned  by  the  State  in  said  com- 
pany as  may  be  wanted  at  any  one  time,  and  it  shall  be  his 
duty  to  accept  those  terms  which  may  be  most  advantageous 
to  the  State:  Provided,  That  in  no  event  shall  any  of  the 
coupon  bonds  be  sold  for  less  than  their  par  value,  and  any 
premium  which  may  be  obtained  on  the  sale  of  said  coupon 
bonds  shall  be  placed  in  the  public  treasury  and  used  as  other 
public  funds  in  the  payment  of  interest  on  the  debts  hereby 
created,  or  shall  be  applied  to  a  sinking  fund  which  may  be 
established  by  the  General  Assembly. 


Sec.  10.  Be  it  further  enacted,  That  as  security  for  the  re- 
demption of  said  certificates  of  debt,  the  public  faith  of  the 
State  of  North  Carolina  is  hereby  pledged  to  the  holders 
thereof,  and  ia  addition  thereto  all  the  stock  held  by  the  State 
in  the  Atlantic  and  North  Carolina  Eailroad  Company  hereby 
created  shall  be  pledged  for  that  purpose,  and  any  dividends  ol 
profit  which  may  from  time  to  time  be  declared  on  the  stock 
held  by  the  State  aforesaid,  shall  be  applied  to  the  payment  of 
the  interest  accruing  on  said  coupon  bonds;  but,  until  such 
dividends  of  profit  may  be  declared,  it  shall  be  the  duty  of  the 
treasurer,  and  he  is  hereby  authorized  and  directed  to  pay  all 
such  interest,  as  the  same  may  accrue,  out  of  any  moneys  in 
the  treasury  not  otherwise  appropriated. 

Sec.  11.  Be  it  further  enacted,  That  the  following  officers, 
and  servants,  and  persons  in  the  actual  employment  of  the  said 
company  are  hereby  exempted  from  the  performance  of  jury 
and  ordinary  militia  duty:  The  president  and  treasurer  of  the 
board  of  directors,  and  chief  and  assistant  engineers,  the  sec- 
retary and  accountant  of  the  company,  keepers  of  depots, 
guard  stationed  on  the  road  to  protect  it  from  injury,  and 
such  persons  as  may  be  working  the  locomotive  engines  and 
traveling  with  cars  for  the  purpose  of  attending  to  the  trans- 
portation of  produce,  goods,  and  passengers  on  r,he  road. 

Sec.  12.  Be  it  further  enacted,  That  the  directors  to  be  ap- 
pointed by  the  board  of  internal  improvements  shall  not  enter 
upon  their  duties  as  members  of  the  board  of  directors  before 
the  next  annual  meeting  of  the  stockholders  after  the  subscrip- 
tion made  by  the  State  in  the  manner  by  this  act  prescribed. 

Sec.  13.  Be  it  further  enacted,  That  nothing  contained  in 
this  act  shall  be  so  construed  as  to  prevent  crossing  of  or  in- 
tersection of  any  other  railroad  authorized  by  the  Ceneral 
Assembly  with  the  aforesaid  Atlantic  and  North  Carolina 
Eailroad,  and  at  such  point  or  points  to  erect  the  necessary 
buildings  for  receiving  and  forwarding  produce,  merchandize, 
passengers,  &c,  to  be  transported  on  such  intersecting  road  or 
roads. 

Sec.  14.  Be  it  farther  enacted,  That  this  act  shall  be  in 
force  from  and  after  its  ratification. 


17 


BY-LAWS 

OF    THE 


RAILROAD  GOMPANY. 


MEETING  OF  THE  STOCKHOLDERS. 

1.  The  general  annual  meetings  of  the  Stock-holders  shall 
be  held  on  the  4th  Thursday  in  September  in  each  and  every 
year  until  otherwise  ordered. 

2.  The  President  or  any  five  Directors,  or  any  number  of 
Stock-holders  representing  one-third  of  the  individual  stock, 
shall  have  power  to  call  occasional  meetings  of  the  Stock- 
holders at  such  time  and  place  as  he  or  they  may  think  proper, 
first  giving  twenty  days'  notice  i  hereof  in  two  or  more  news- 
papers published  in  the  city  of  New-Berne. 

3.  At  least  ten  individual  Stockholders,  represented  either 
in  person  or  by  proxy,  and  holding  not  less  than  a  majority  of 
the  stock  subscribed  by  individuals  together  with  the  State 
proxy,  shall  be  necessary  to  constitute  a  quorum  for  the  trans- 
action of  business. 

4.  At  every  general  annual  meeting  seven  Stockholders 
shall  be  elected  by  the  Stockholders  who  shall  constitute  a 
committee  to  verify  proxies  at  the  ensuing  meeting,  and  it  shall 
be  the  duty  of  the  Secretary  to  prepare  for  the  use  of  such 
committee  an  alphabetical  list  of  the  Stockholders  entitled  to 
vote,  and  the  number  of  shares  held  by  each,  as  also  the  num- 
ber of  votes  to  which  each  may  be  entitled. 

5.  Notice  of  the  general  annual  meetings  of  the  Stockhold- 
ers, shall  be  published  by  the  Secretary  at  least  twenty  days 
previous  thereto,  in  one  or  more  newspapers. 

6.  The  proceedings  of  the  Stockholders  at  all  their  meetings 
shall  be  recorded  by  the  Secretary  of  the  Company  in  a  well- 
bound  book  to  be  kept  for  that  purpose ;  and  he  shall  also, 
keep  a  file  of  the  published  proceedings. 

7.  Stockholders  of  this  Company,  having  first  obtained  a 


18 


Stockholders  ticket,  with  their  immediate  families  going  to, 
and  returning  from  the  meetings  of  the  Company,  may  travel 
over  the  road  free  of  charge  to  and  from  the  place  of  meeting. 

DIRECTORS. 

1.  The  Directors  on  the  part  of  the  individual  Stockholders, 
shall  be  elected  at  the  general  annual  meetings,  and  shall  con- 
tinue in  office  until  the  next  general  annual  meeting,  and  on 
failure  to  elect  Directors  at  such  meeting,  the  President  and 
Directors  then  in  office  shall  continue  to  exercise  their  respect- 
ive offices  until  their  successors  shall  be  elected. 

2.  On  failure  of  the  Stockholders  to  elect  Directors  as  pro- 
vided by  law,  the  Chairman  of  the  Stockholders  then  assem- 
bled, shall  adjourn  the  meeting  from  time  to  time,  and  give 
notice  thereof  until  a  proper  meeting  can  be  held,  and  an 
election  made,  and  on  failure  of  the  Chairman,  from  any  cause, 
to  adjourn  or  appoint  such  meeting  and  give  the  necessary  no- 
tice, the  acting  President  of  the  Company,  or  any  two  acting 
Directors  shall  make  the  call  and  give  the  necessary  notice. 

3.  The  Board  of  Directors  shall  meet  at  least  once  in  two 
months,  at  New-Berne,  or  at  such  other  place  as  they  may 
direct,  and  the  President  shall  be  at  liberty  to  convene  the 
Board  as  much  oftener  as  the  interest  of  the  Company  may 
require. 

4.  The  Directors  shall  keep  a  record  of  their  proceedings  ; 
shall  have  power  to  establish  a  common  seal  with  suitable  de- 
vices, and  to  alter  the  same  at  pleasure,  to  ascertain  and  define 
the  duties  of  the  officers,  clerks  and  servants  of  the  Company, 
and  direct  them  in  the  performance  thereof,  and  to  dismiss 
from  the  service  ot  the  Company  any  officer  or  agent,  clerk  or 
servant,  whenever  in  their  opinion  the  interest  of  the  Company 
may  require. 

5.  The  Directors  shall  appoint  all  officers  or  agents  of  the 
Company.  Employees  shall  be  appointed  by  the  President 
and  their  appointments  shall  be  submitted  to  the  Board  of 
Directors  at  the  next  meeting  thereafter  for  approval,  ar  d  the 
compensation  of  all  such  officers  shall  be  fixed  by  the  Board 
of  Directors. 

6.  Seven  members  of  the  Board  shall  constitute  a  quorum 
for  the  transaction  of  business,  and  each  Director  shall  receive 
as  compensation  for  his  services  ($5)  five  dollars  for  each  day 
he  may  be  so  engaged,  with  the  privilege  of  the  road  for  him- 
self and  his  own  immediate  family. 

7.  No  loan,  either  permanent  or  temporary,  shall  be  made 
by  the  President  or  any  other  officer  of  the  Company,  unless 
authorized  or  directed  by  at  least  seven  members  of  the  Board 
of  Directors. 


1!) 


8.  No  Director  shall,  while  acting  as  such,  fill  any  office  in 
the  gift  of  the  Company,  nor  shall  any  Director  be  allowed  to 
act  as  agent  er  counsel  for  parties  having  claims  or  demands 
to  be  passed  upon  by  the  Board  of  Directors. 

PRESIDENT. 

1.  The  President  shall  be  elected  annually,,  by  ballot,  by  a 
majority  of  the  whole  Board  of  Directors,  and  out  of  their 
number,  and  shall  receive  as  compensation  for  his  services  an 
annual  salary  of  $1,800,  over  and  above  his  necessary  travelling 
expenses  incurred  by  order  of  the  Board  of  Directors,  on  busi- 
ness of  the  Company. 

2.  The  President  shall  have  the  general  supervision  and 
control  of  all  the  other  officers  of  the  Company,  and  shall  pre- 
scribe their  duties,  unless  otherwise  provided  for.  He  snail 
carefully  examine  into  the  performance  of  their  duties,  and 
from  time  to  time  report  to  the  Directors  all  and  any  matters 
touching  the  interest  of  the  Company  which  shall  come  to  his 
knowledge.  He  may  at  any  time  when  the  Board  is  not  in  ses 
sion,  suspend  any  officer  or  dismiss  any  servant,  but  at  the  next 
meeting"  he  shall  report  such  facts  and  the  reason  for  so  doing. 

3.  The  Presides  shall  conduct  the  general  correspondence, 
sign  documents  in  the  name  of  the  Company,  keep  the  seal  of 
corporation,  and  with  the  consent  of  a  majority  of  the  Direct- 
ors, shall  affix  the  same  to  all  conveyances  and  other  instru- 
ments to  which  the  attestation  of  the  seal  may  be  necessary, 
and  keep  safely  the  bond  of  the  Secretary  and  Treasurer. 

4.  It  shall  be  the  duty  of  the  President  to  see  that  proper 
accounts  are  kept  by  all  the  subordinates,  and  reports  made 
monthly  so  as  to  show : 

1st. — Amount  of  temporary  or  permanent  loans  made. 

2nd. — Income  of  the  Road  from  freight,  passengers,  &c. 

3rd — Income  from  other  sources. 

4th. — Current  expenses  of  the  Road. 

5th. — Debts  paid  and  whether  old  or  new. 

6th. — Property  or  material  purchased. 

7th. — Property  and  other  material  sold  or  otherwise  dis- 
posed of. 

8th. — Property  and  material  on  hand,  with  their  estimated 
value. 

9  th. — Property  and  material    ost  or  destroyed. 
10th. — Debts  contracted  or  outstanding. 

And  the  President  shall  report  the  same  to  the  Board  at 
each  regular  meeting,  who  shall  embody  the  substance  thereof 
in  their  annual  report  to  the  Stockholders. 


20 


There  shall  also  be  reported  to  the  meeting  of  the  Stock- 
holders, a  list  of  the  persons  in  the  employment  of  the  Com- 
pany, stating  in  distinct  columns,  the  names,  compensation 
and  duty :  Provided,  however,  that  the  names  of  the  hands  on 
the  Road,  in  the  depots  and  workshops,  and  upon  the  trains, 
need  not  be  stated,  but  in  regard  to  them  it  shall  be  sufficient 
to  mention  the  number  employed  for  each  purpose,  and  their 
compensation. 

It  shall  be  the  duty  of  the  President  and  Board  of  Directors 
to  set  apart  out  of  the  first  money  received  by  the  Treasurer, 
not  needed  to  defray  the  necessary  daily  expenses  of  the  Com- 
pany in  running  the  road,  a  sufficient  sum  thereof  to  meet 
promptly  the  interest  due  on  the  mortgage  debt  of  this  Com- 
pany. 

That  no  contract  for  the  assignment,  sale  or  transfer  of  any 
corporate  right,  franchise,  or  privilege  of  the  Company  shall 
be  made,  until  the  question  of  sale  or  transfer  shall  have  been 
submitted  to  a  vote  of  the  Stockholders,  and  such  sale  or  trans- 
fer approved  by  a  majority  of  the  private  Stockholders  and  the 
State. 

All  accounts  of  the  President  of  the  Company,  other  than 
for  salary,  shall  be  passed  upon  and  approved  by  the  Board  of 
Directors  before  the  same  shall  be  paid  by  the  Treasurer. 

The  President  of  this  Company  shall  receive  a  salary  at  the 
rate  of  $1,800  per  annum,  to  be  paid  monthly,  and  the  Secre- 
tary and  Treasurer  a  salary  at  the  rate  of  $1,200  per  annum, 
to  be  paid  monthly,  until  the  further  action  of  the  Stockhold- 
ers of  this  Company. 

SECRETARY  AND  TREASURER. 

1.  The  offices  ol  Secretary  and  Treasurer  shall  be  combined 
until  the  Board  of  Directors  shall  deem  it  necessary  to  separate 
them. 

2.  The  Secretary  and  Treasurer  shall  also  be  appointed  an- 
nually by  the  Board  of  Directors,  and  shall  give  bond  in  the 
sum  of  $10,000,  with  security,  to  be  approved  by  the  Board. 

3.  It  shall  be  the  duty  of  the  Treasurer  to  take  charge  of, 
and  safely  keep  all  the  moneys  and  moneyed  securities  of  the 
Company,  to  disburse  the  same  under  the  direction  and  upon 
the  warrants  of  the  President,  and  to  take  proper  vouchers  for 
such  disbursements.  He  shall  deposit  all  moneys  belonging 
to  the  Company  over  and  above  the  sum  of  two  thousand  dol- 
lars, in  such  bank  or  place  as  may  be  designated  by  the  Board 
of  Directors,  provided  they  see  fit  so  to  designate,  and  shall 
render  to  the  President  a  monthly  account  of  all  his  trans- 
actions, and  also  an  annual  report  to  the  Stockholders. 


21 


4.  He  shall  record  the  proceedings  of  the  Board  and  of  the 
Stockholders'  meetings,  and  shall  take  charge  of  all  the  books, 
deeds,  official  bonds,  and  other  papers  of  the  corporation,  not 
pertaining  to  other  officers,  or  otherwise  provided  for. 

6.  The  Secretary  shall  be  the  principal  book-keeper  of  the 
Company,  and  shall  keep  all  the  individual  and  consolidated 
accounts  of  the  corporation,  and,  in  regard  to  the  receipts  and 
expenses  of  the  Board,  he  shall  keep,  in  detail,  the  several 
items  of  income  and  expenditure,  so  as  to  show  the  amount  of 
each. 

6.  That  the  salary  of  the  Secretary  and  Treasurer  be  reduced 
to  $1,200. 

COMMITTEE  OF  FINANCE. 

1.  There  shall  be  a  Committee  of  Finance,  consisting  of  five, 
three  of  whom  shall  be  appointed  by  the  Stockholders  at  each 
annual  meeting,  and  two  by  the  Board  of  Directors,  whose  duty 
it  shall  be  to  examine  the  accounts  and  vouchers  of  the  Treas- 
urer, the  books  of  the  Secretary  and  other  officers,  meet  quar- 
terly, and  report  their  condition  at  the  meetings  of  the  Board, 
and  also  to  report  to  the  general  meeting  of  the  StocKholders, 
such  facts  and  suggestions  as  to  the  state  of  the  accounts  and 
the  general  ficancial  condition  of  the  Company  as  they  may 
think  proper.  Any  three  of  this  Committee  shall  constitute  a 
quorum.  That  the  members  of  such  Committee  shall  each 
receive  five  dollars  per  day  for  his  services  while  actually  en- 
gaged in  such  examination,  with  the  privilege  of  the  Road  for 
his  own  travel;  and  said  Committee  shall  have  further  power 
to  examine  all  accounts,  vouchers,  papers  and  books  of  the 
Secretary  and  Treasurer  and  other  officers  of  this  Company, 
from  the  date  of  the  incorporation  of  this  Company,  and  to 
call  for  and  have  furnished  to  them  any  and  all  statements 
relative  to  the  receipts  and  disbursements  of  money,  from  what- 
ever sources  derived,  and  to  whatever  purposes  applied,  and  all 
explanations  relating  to  the  finances  and  the  financial  condi- 
tion of  this  Company  they  may  deem  it  necessary  to  have. 

REPORTS 

The  Annual  reports  of  the  President  and  Directors,  of  the 
Treasurer,  and  Committee  of  Finance,  shall  be  prepared  and 
published  for  the  annual  meeting  of  the  Stockholders,  and 
shall  be  disposed  of  as  the  Stockholders  direct. 

PROXIES. 

1.  Proxies   shall  be   in  writing,  signed  by  the  parties,  and 


>)') 

/£*. 


may  be  general  or  special,  and  none  but  a  Stockholder  shall  be 
proxy:  Provided,  No  proxy  shall  be  accepted  by  the  Proxy 
Committee,  and  that  no  vote  by  proxy  shall  be  allowed  in  any 
Stockholders  meeting  unless  said  proxy  shall  be  accompanied 
by  an  affidavit  made  by  the  al  eged  owner  of  said  stock  before 
some  one  competent  to  administer  oaths  by  the  laws  of  the 
State  of  North  Carolina,  stating  all  the  facts  as  to  the  true  and 
bona  fide  ownership  of  said  stock,  and  that  no  person  otv  er  than 
those  stated,  are  interested  in  said  stock,  either  direot'y  or  in- 
directly. Provided,  That  t!  is  shall  not  apply  to  the  State  or 
to  counties  holding  stock. 

CONTRACTS. 

1.  Contracts  shall  be  made  under  such  rules  and  regulations 
as  the  Directors  shall  j'rescribe,  and  when  signed  by  the  Pres- 
ident, shall  be  binding  on  the  Company,  either  with  or  with- 
out the  seal  of  the  corporation. 

2.  No  contract  shall  be  considered  as  binding  on  the  Com- 
pany,  unless  ratified  or  approved  by  the  President  or  Board  of 
Directors. 

3.  Neither  the  President  nor  any  Director  nor  any  other 
officer  nor  employee  of  this  Company  shall  during  the  term 
of  his  office,  or  service,  be  interested  either  directly  or  indirectly 
in  any  matter  of  contract",  with  the  Company,  whereby  he  or 
they  shall  or  may  derive  any  pecuniary  benefit,  and  any  one 
who  shall  become  so  interested  shall  forfeit  his  office  or  place. 

CERTIFICATE  OF  STOCK. 

The  form  of  Certificates  of  Stock  shall  be  as  follows  : 

Atlantic  &  North  Carolina  Railroad  Company. 
No.  Shares. 

Be  it  known  that  of 

is  entitled  to  shares  in  the  Atlantic  &  North 

Carolina  Railroad  Company,  transferable  by  the  said 

,  either  personally  or  by  attorney,  only  at 
the  office  and  on  the  books  of  said  Company. 

Witness,  ,  President  of  the  said  Atlantic  &  North 

Carolina  Railroad  Company,  at  under  the  seal  of  the 

corporation,  this  day  of  A.  J).,  IS 


23 


TRANSFERS. 


1.  The  stock  sha'l  be  transferred  either  in  person  or  by  at- 
torney, on  the  books  of  the  Company  to  be  kept  by  the  Secre- 
tary for  that  purpose,  which  book  shall  be  closed  30  days  before 
the  general  meeting  of  the  Stockholders  in  each  year,  and  shall 
continue  closed  until  after  such  general  meeting, 

2.  Powers  to  transfer  shall  be  signed  by  the  party  in  the 
presence  of  a  competent  witness,  and  attested  by  the  same,  and 
said  power  shall  be  filed  in  the  office  of  the  Secretary  of  said 
Company. 

That  no  person  shall  pass  free  over  this  Road  unless  author- 
ized by  the  By-Laws  of  the  Company  or  resolution  of  the 
Stockholders  in  general  meeting,  or  by  a  majority  of  the 
Board  of  Directors.  Provided,  that  the  President  may  pass 
the  officers  and  employees  of  this  Company,  the  officers  and 
employees  of  certain  Railroad  Companies,  Telegraph,  Express 
and  Steamship  Companies,  which  reciprocate  similar  courtesies 
with  this  Company.  -All  free  passes  shall  be  signed  by  the 
President. 


Microfilmed 
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FOR  USE  ONLY  IN 
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